GIDA Resolution 83-6RESOLUTION NO. 83 - 6
A RESOLUTION APPROVING THE TER~'[S OF A TRUST
INDENTURE AND A LOAN AGREEmeNT AND
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY
OF THE INDUSTRIAL DEVELOPI,~NT AUTHORITY OF THE
CITY OF GILROY INDUSTRIAL DEVELOP}~NT REVENUE BONDS
(GILROY CANNING COMPANY, INC.) SERIES 1983
~EREAS, the California Industrial Development Financing Act,
being Title 10 of the California Government Code, as supplemented and
amended (the "Act"), establishes a procedure for the sale and issuance of
revenue bonds or other evidences of indebtedness by the Industrial Develop-
ment Authority of the City of Gilroy (the "Authority") for the purpose of
making loans to finance facilities maintained and operated for industrial
purposes; and
WHEREAS, the Board of Directors of the Authority has, by Reso-
lution No. 83-5, adopted by the Board of Directors of the Authority on
November 7, 1983, given preliminary approval for the issuance of such
bonds or other evidences of indebtedness to fund a loan to Gilroy Canning
Company, Inc., a California corporation (the "Company") and the acquisi-
tion of an existing plant facility and the acquisition of old and new
equipment which will be located at One Lewis Street, Gilroy, California
(the "Facility") for the Company, and authorized proper officers of the
Authority to proceed to prepare or cause to be prepared the documentation
for such purpose;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE AUTHORITY, as follows:
Section 1. Revenue bonds of the Authority, designated "In-
dustrial Development Authority of the City of Gilroy Industrial Develop-
ment Revenue Bonds (Gilroy Canning Company, Inc.) Series 1983" in an
aggregate principal amount not to exceed $6,000,000 (herein called the
"Bonds"), are authorized to be issued.
RESOLUTION NO. 83 - 6 -1-
Section 2. The proposed form of loan agreement (the "Loan
Agreement") between the Authority and the Company, presented to this
meeting, is hereby approved. The Chairman of the Authority (the "Chair-
man") is hereby authorized, for and in the name and on behalf of the
Authority, to execute, acknowledge and deliver a loan agreement in sub-
stantially said form, with such changes therein as such officer and
legal counsel, including Special Counsel, Wilson, Morton, Assaf & Mc-
Elligott, to the Authority ("Counsel") may require or approve, such ap-
proval to be conclusively evidenced by the execution and delivery thereof.
Section 3. The proposed form of trust indenture (the "Inden-
ture'') between the Authority and Crocker National Bank, as trustee (the
"Trustee"), presented to this meeting, is hereby approved. The Chairman
is hereby authorized, for and in the name and on behalf of the Authority,
to execute, acknowledge and deliver a trust indenture in substantially
said form, with such changes therein as such officer and Counsel may re-
quire or approve, such approval to be conclusively evidenced by the exe-
cution and delivery thereof. The date, maturity dates, interest rate or
rates, interest payment dates, terms of redemption and other terms of
the Bonds thereto shall be as provided in the Indenture as finally exe-
cuted. The Trustee may be changed to another qualified bank with the
approval of the Chairman and Counsel.
Section 4. The proposed form of bond purchase contract,
among Morga~ Guaranty Trust Company (the "Purchaser"), the Corporation
and the Authority, as presented to this meeting, is hereby approved.
The Chairman or any officer of the Authority is hereby authorized and
directed, for and on behalf of the Authority, to execute a bond purchase
contract in substantially the form presented at this meeting with such
changes therein as such officer, with the advice of Counsel, may require
or approve, such approval to be conclusively evidenced by the execution
and delivery thereof.
Section 5. Forms of the proposed Loan Agreement, the Bond
RESOLUTION NO. 83 - 6 -2-
Purchase Contract and the Indenture are on file in the office of the
Authority.
Section 6. Bonds in an aggregate principal amount not to
exceed $6,000,000 are authorized to be executed by the manual or fac-
simile signature of the Chairman, the seal of the Authority is authori-
zed to be affixed or imprinted thereon and attested by the manual or fac-
simile signature of the Secretary of the Authority (the "Secretary"), in
forms set forth in and otherwise in accordance with said Indenture. The
seal of the Authority may be reproduced in facsimile form.
Section 7. The Bonds, when so executed, are authorized to be
delivered to the Trustee for authentication. The Trustee is hereby re-
quested to authenticate the Bonds by executing the Trustee's certificate
of authentication appearing thereon, and to deliver the Bonds, when duly
executed and authenticated, to the Purchaser in accordance with written
instructions executed on behalf of the Authority by the Chairman, which
instructions said officer is hereby authorized, for and in the name and
on behalf of the Authority, to execute and deliver to the Trustee. Such
instructions shall provide for the delivery of the Bonds to the Purchaser
upon payment of the purchase price thereof.
Section 8. The Secretary is hereby authorized to attest the
signature of the Chairman and to affix and attest the seal of the Auth-
ority as may be requested in connection with the execution and delivery
of the Bonds and said Loan Agreement and Indenture in accordance with
this resolution.
Section 9. The officers and staff of the Authority are hereby
authorized, jointly and severally, to do any and all things and to execute
and deliver any and all documents which they may deem necessary or ad-
visable in order to consummate the issuance, sale and delivery of the
Bonds and otherwise to carry out, give effect to and comply with the terms
and intents of the resolution, the Bonds and said Loan Agreement and Inden-
ture.
RESOLUTION NO. 83 - 6 -3-
Section 10. Final consummation of the transactions set forth
in this resolution shall be contingent upon further approval by the City
of Gilroy, of the issuance of the Bonds pursuant to Section 103(k) of the
Internal Revenue Code of 1954, as amended, and upon the completion of the
financing arrangements for the Bonds in a manner satisfactory to the
Chairman and Counsel.
Section 11. This resolution shall take effect immediately
upon its approval.
INTRODUCED at the meeting of the Industrial Development
Authority of the City of Gilroy held on the 5th day of December, 1983,
by Director Gage who moved its adoption and passage, which motion was
carried after being duly seconded, and passed by the following vote:
AYES: Directors: ALBERT, GAGE, KLOECKER, ~SSALLEM, PATE,
VALDEZ and HUGHAN.
NOES: Directors: None
ABSENT:
Directors: None
SECONDED: Director: ALBERT
APPROVED:
~airma~
ATTEST:
RESOLUTION NO. 83 - 6 -4-